Company Note. The Company and the Preferred Holder shall have delivered to Parent the Company Note dated December 28, 2011.
Company Note. The Members have agreed to permit Sub restructure certain existing indebtedness owed to the Members by the Company in the principal amount of $300,000.00, into a thirty-six (36) month term loan bearing interest at a rate of five percent (5%) per annum, and otherwise evidenced by a subordinated promissory note in the form attached hereto as Exhibit C (the "Company Note"), to be delivered by Sub to the Members at the Closing.
Company Note. Stockholder hereby agrees to validly tender pursuant to and in accordance with the terms of the Offer to Purchase (as contemplated in the Merger Agreement), as soon as practicable after commencement but in no event later than the scheduled expiration date of the Offer to Purchase, all of the outstanding Company Notes beneficially owned by the Stockholder; provided in any event that the total consideration received by the Stockholder for each such Company Note (but, for the avoidance of doubt, not any related consent) is no less than the total consideration received by any other holder of Company Notes in respect of such Company Notes (excluding any related consents).
Company Note. Servicer shall make all appropriate record keeping ------------ entries with respect to the Company Note or otherwise to reflect the foregoing payments and adjustments pursuant to Section 3.2, and Servicer's books and ----------- records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Company Note at any time. Furthermore, Servicer shall hold the Company Note for the benefit of Originator, and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. Originator hereby irrevocably authorizes Servicer to xxxx the Company Note "CANCELLED" and to return the Company Note to the Company upon the final payment thereof after the occurrence of the Transfer Termination Date.
Company Note. Sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to any Company Note or any interest therein.
Company Note. As soon as practicable after the Board and DLJ agree that the Company may do so (the "Note Assumption Date"), the Company will assume the DLJ Note and the Executive and the Company will amend the terms thereof and substitute therefor the Company Note in accordance with the terms included at Exhibit C hereto.
Company Note. Each Company Note is owned directly by an Originator, free and clear of any Adverse Claim.
Company Note. Executive agrees to apply toward the payment of the Company Note to the extent necessary (i) all cash Consideration received in the Change of Control for his Common Units, and/or Options and any cash proceeds receive on any non-cash Consideration received in respect thereof and (ii) any severance or other termination payments to which Executive may become entitled under this Agreement or his Employment Agreement, including, without limitation, the Bonus payable under Section 5. To the extent that the any amount due under the Company Note remains unpaid after application of the preceding sentence, then Executive will remain liable to repay the full amount of any accrued and unpaid interest and up to 50% of the original principal amount of the Company Note in accordance with the terms of the Company Note.
Company Note. Servicer shall make all appropriate record keeping entries ------------ with respect to the Company Note or otherwise to reflect the foregoing payments and adjustments pursuant to Section 3.2, and Servicer's books and records shall ----------- constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Company Note at any time. Furthermore, Servicer shall hold the Company Note for the benefit of Originator (except as and to the extent the Agent and the Company shall otherwise consent in writing), and all payments under the Company Note shall be made to the Servicer for the account of the applicable payee thereof. Originator hereby irrevocably authorizes Servicer to xxxx the Company Note "CANCELLED" and to return the Company Note to the Company upon the final payment thereof after the occurrence of the Purchase Termination Date.
Company Note. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to pay to the Transferor the Purchase Price for the purchases to be made from the Transferor from time to time (i) partially in cash (to the extent that the Company has available cash) and (ii) partially by issuing a promissory note in the form of Exhibit B to the Transferor (such promissory note, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, collectively referred to herein as the “Company Note”).
